Supreme Court of Delaware

In a proceeding involving competing requests for relief under section 225 of the Delaware General Corporation Law (DGCL) concerning which of two competing factions lawfully controlled the board of directors of a corporation, judgment for defendant is affirmed in part where the court of chancery correctly held that certain shareholder consents were ineffective because they purported to amend the bylaws in a manner that conflicted with the DGCL. However, the judgment is reversed in part where, although defendant did not engage in improper vote buying, his purchase of shares from another shareholder was an improper transfer that was prohibited by a restricted stock agreement between the seller and the company.

Appellate Information

• Decided 04/22/2010
• Published 04/22/2010

Judges

• HOLLAND, Justice., Before STEELE, Chief Justice, HOLLAND, BERGER, JACOBS and RIDGELY, Justices, constituting the Court en Banc.

Court

• Supreme Court of Delaware

Counsel

• For Appellant:
  
• Stephen E. Jenkins, Esquire (argued), Catherine A. Gaul, Esquire, and Andrew D. Cordo, Esquire, Ashby & Geddes, Wilmington, Delaware; Steven K. Talley, Esquire, Gibson, Dunn & Crutcher LLP, Denver, Colorado, for appellant, Crown EMAK Partners, LLC., Collins J. Seitz, Jr., Esquire, and Bradley R. Aronstam, Esquire, Connolly Bove Lodge & Hutz LLP, Wilmington, Delaware, for appellant, James L. Holbrook, Jr.


• For Appellees:
  
• Andre G. Bouchard, Esquire and Joel Friedlander, Esquire (argued), Bouchard Margules & Freidlander, P.A., Wilmington, Delaware, for appellees Donald A. Kurz, Sems Diversified Value, LP, Lloyd M. Sems, Philip S. Kleweno, Michael Konig and Take Back EMAK, LLC.